Referral Fee Agreement

This is a legally binding agreement – read it carefully

DEFINITIONS:

“Agent” or “Agents” includes real estate salespersons, real estate brokers or broker/sales associates licensed to represent buyers or sellers in a real estate purchase/sale transaction and earn a commission for it.

“Principal” includes prospective sellers and/or buyers interested in either selling or buying a property.

“Referral” is defined when Agentsdeal has released the contact information of the Agent to the principal in person OR over phone OR over fax OR over email OR through its website, pursuant to either a bid for commission made by Agent to the principal or otherwise. Agent shall be informed through email or phone or through the website, which principal(s) was released the contact information of the Agent, who would then be the “Referred Principal(s)”

“Gross commission”:

If Agent represents only one of the buyer or a seller to close a purchase/sale transaction, and the represented party is an Agentsdeal’s “Referred Principal”, “gross commission” is the total commission receivable by Agent’s broker prior to any split or concessions of commission with the Agent or any other broker, before any Referral Fee were to be charged.

If Agent represents both buyer and seller to close a purchase/sale transaction, and only one of the parties is a Agentsdeal’s “Referred Principal”, “gross commission” is 50% of the total commission receivable by Agent’s broker prior to any split or concessions of commission with the Agent or any other broker, before any Referral Fee were to be charged.

If Agent represents both buyer and seller to close a purchase/sale transaction, and both the parties are Agentsdeal’s “Referred Principals”, “gross commission” is the total commission receivable by Agent’s broker for both parties prior to any split or concessions of commission with the Agent or any other broker, before any Referral Fee were to be charged.

Referral Fee Terms

This agreement establishes a referral arrangement between Agent and Agentsdeal. Agent hereby agrees to the following:

“Referral Fee” is triggered when Agent closes a purchase/sale transaction with the “Referred Principal” within 2 years of the date of a “Referral”. To remove any doubt, if multiple Agents information is released to a principal and principal or Agent do not work together in short term – a “referral” is still created.

Agent shall pay Agentsdeal a Referral Fee of 20% of the “Gross Commission”.

If Agent closes more than 1 purchase or sale transaction in a period of 2 years with a “Referred Principal”, whether the “Referred Principal” acted either as a buyer or a seller in any of the multiple transactions, Agent agrees to pay the “Referral Fee” on each of the transactions and report each transaction as soon as they get into a purchase sale agreement on any property.

Agent agrees that Agent will not refer”Referred Principal” to any “other agent(s) or broker(s)”. If Agent refers the “Referred Principal” to “other agent(s) or broker(s)” without Agentsdeal’s consent, Agent agrees that such referral is a violation of terms and conditions of their agreement and therefore Agent shall be responsible for the Referral Fee earned by such “other Agent(s) or Broker(s)” that earned a commission for the “Referred Principal”. This includes but is not limited to:

If Agent refers the “Referred Principal” to “other Agent(s) or Broker(s)” within or outside the Agent’s brokerage.

If Agent change brokerages but the “Referred Principal” stays with the same brokerage.

If Agent change brokerages and take the “Referred Principal” to the new brokerage.

In the event that Agent receives a Referral from Agentsdeal who had a pre-existing real estate relationship between Agent and the “Referred Principal” in last 24 months, wherein such pre-existing real estate relationship to comprise either that Agent at a minimum had provided “duties” that a real estate licensee provides to a principal or that Agent was introduced to that “Referred Principal” through an “alternate source” where in Agent has committed a Referral Fee for that “Referred Principal”, no Referral Fee is due to Agentsdeal. In such cases, Agent has to provide proof of the pre-existing relationship as to the “duties” provided in past as above or the “alternate source”, in email or regular mail within 14 days of being informed of the “Referral” to Agentsdeal, failing which such Referral shall be deemed to be Agentsdeal’s referral.

Payment Terms

Agent agrees to have the resulting “Referral Fee” paid directly from escrow, addressed to: Agentsdeal Inc, 1838 Andrews Ave, San Jose, CA, 95124. Agent upon getting in contract is to get escrow to contact Agentsdeal via email for a “Referral Fee” demand if required by escrow, or take appropriate action to ensure Agentsdeal is paid at Close of Escrow expeditiously.

If the Referral Fee owed to Agentsdeal is not received within Seven (7) business days of the close of escrow by a Referral, Agent agrees that Agent or Agent’s Broker will pay an additional 5% of the gross commission (the ”Late Fee”) to Agentsdeal. Subsequent to the end of 7 business days, Late Fees are charged per month in an additional 10% of the gross commission, until the Referral Fee is paid. The maximum Referral Fee, including any Late Fees, is 50% of the gross commission.

Other General Terms:

Agent warrants that Agent has obtained Agent’s broker's permission to use Agentsdeal's service and represents that if necessary has discussed this agreement with Agent’s broker.

Agent’s participation in Agentsdeal's service is voluntary and can be terminated by either party at any time with written notice. However, any Referrals made prior to such termination are still bound by this agreement and Referral Fees shall be calculated as above and due upon close of any purchase/sale transactions for such “referred principals”

Agent and Agent’s Broker shall indemnify and hold Agentsdeal harmless from all costs, expenses, claims, demands, causes of action, damages and judgments, including without limitation attorney's fees, which might be imposed upon or brought against Agentsdeal as a result of a third party claim, including but not limited to principals, relating to actions or inactions of the Agent or Agent’s Broker.

Agent agrees to maintain their membership in the NATIONAL ASSOCIATION OF REALTORS® and adhere to the highest level of professional conduct as outlined in the Association's Code of Ethics. The Agent also agrees to adhere to all of the rules and regulations of Agent’s licensing authorities in the state that the Agent is licensed in.

Agent and Agent’s Broker agree to treat all information received through the Agentsdeal website with confidentiality in accordance with the website’s Privacy Policy and agrees to adhere to the general terms and conditions of service of the website.

This Agreement shall be governed by and construed in accordance with the laws of the State of California.

Any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision of this Agreement may be brought in any state or federal court located in the County of Santa Clara, California. Each Party to this Agreement: (1) expressly and irrevocably consents and submits to the jurisdiction of each state and federal court located in the County of Santa Clara, California in connection with any such legal proceeding; (2) agrees that each state and federal court located in the County of Santa Clara, California will be deemed to be a convenient forum; (3) agrees not to assert (by way of motion, as a defense or otherwise), in any such legal proceeding commenced in any state or federal court located in the County of Santa Clara, California, any claim that such Party is not subject personally to the jurisdiction of such court, that such legal proceeding has been brought in an inconvenient forum, that the venue of such proceeding is improper or that this Agreement or the subject matter of this Agreement may not be enforced in or by such court; and (4) agrees to receive service of summons by First Class Registered mail.

The prevailing party as to any dispute(s) relating to this Agreement shall be entitled to recover from the other Party or Parties to this Agreement all costs, expenses and actual attorneys' fees relating to the enforcement or interpretation of, or any litigation relating to this Agreement.

This Agreement contains the entire and final agreement of the Parties with respect to the subject matter of this Agreement, and supersedes all other negotiations, stipulations, understandings, agreements, representations and warranties, if any, with respect to such subject matter, which precede or accompany the execution of this Agreement.

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Service tier definition for buyer

Agentsdeal Inc. Proprietary IP - Patent pending

Below table details the functions that agents perform for buyers. If a buyer finds this description too complex, deeper discount service tiers 2 & 3 are not for that buyer and buyer should choose Full service tier. However if buyer believes he/she is a savvy buyer, ready to purchase and/or has properties identified, buyer may choose deeper discount tiers 2 or 3. Below table suggests the extent of services in each tier, and are approximate definitions to facilitate an understanding, and alternate arrangements can be negotiated by agent & buyer.

Full service tier

service tier 2

service tier 3

Approximate time anticipated to be spent by agent

100-200 hours

50-100 hours

0-50 hours

# of hours to understand buyer needs (in stages)

12+ hours

6-12 hours

<=6 hours

# of hours on other detailed functions

12+ hours

6-12 hours

<=6 hours

# of showings ( ~ 1-2hours/showing)

7+

3-6 hours

2

# of properties comp analysis (1-3 hours/property)

7+

3-6 hours

2

# of offers written; Each offer 2-6 hours

5+

2-4 hours

<=2

# of contract fall-through's, and getting again into contract

>2

<=2

<=1

Closing help after contract signing (see breakdown of this service #7 below)

25+ hours

13 to 24 hours

<=12 hours

Service #7 activites detailed breakdown below

Contingency removal; contractual issues

> 8 hours

4-8 hours

< 4 hours

Conducts final verification of condition

included

included

included

Present at COE, keys hand over and walkthrough

included

included

included

Loan person referral; explaining lending issues

included

included

referral only

Helping order inspections; interpreting inspection reports

included

included

included

Seller disclosures, HOA, disclosures review, contract explanations

included

included

included

Review of all loan docs and presence at signing

included

included

not included

Showings for many reasons (contractors/other) after contract signing

included

1 more showing

not included

Post closing contractor referrals/other issues

included

not included

not included

Post closing maintaining of records

included

included

included

Post closing help in renting property

extent to be discussed

not included

not included

Service tier definition for seller

Agentsdeal Inc. Proprietary IP - Patent pending

Below table details the functions that agents perform for sellers. If a seller finds this description too complex, deeper discount service tiers 2 & 3 are not for that seller and seller should choose Full service tier. However if seller believes he/she are a savvy seller, willing to participate in some services, seller may choose deeper discount tiers 2 or 3. Below table suggests the extent of services in each tier, and are approximate definitions to facilitate an understanding, and alternate arrangements can be negotiated by agent & seller.